<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q/A-1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER: 1-13845
BALANCED CARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 25-1761898
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1215 MANOR DRIVE, MECHANICSBURG, PA 17055
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(717) 796-6100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT FEBRUARY 10, 1999
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<S> <C>
Common Stock, $.001 par value 34,172,847
</TABLE>
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<PAGE> 2
PART II -- OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
10.1 Amendment No. 3 to Loan and Security Agreement among
Balanced Care Corporation and certain of its wholly-owned
subsidiaries and Heller Healthcare Finance, Inc. formerly
known as HCFP Funding, Inc. dated as of December 31, 1999
(previously filed)
10.2 Senior Housing Rider among Heller Healthcare Finance, Inc.,
Balanced Care Realty at State College, Inc., Balanced Care
Realty at Altoona, Inc., Balanced Care Realty at Lewistown,
Inc., Balanced Care Realty at Reading, Inc., Balanced Care
Realty at Berwick, Inc., Balanced Care Realty at Peckville,
Inc., Balanced Care Realty at Scranton, Inc., Balanced Care
Realty at Martinsburg, Inc., Balanced Care Realty at
Maumelle, Inc., Balanced Care Realty at Sherwood, Inc.,
Balanced Care Realty at Mountain Home, Inc., and Balanced
Care Realty at Mansfield, Inc. dated as of December 30,1999
(previously filed)
10.3 Promissory Note A made by Balanced Care Realty at State
College, Inc., Balanced Care Realty at Altoona, Inc.,
Balanced Care Realty at Lewistown, Inc., Balanced Care
Realty at Reading, Inc., Balanced Care Realty at Berwick,
Inc., Balanced Care Realty at Peckville, Inc., Balanced Care
Realty at Scranton, Inc., Balanced Care Realty at
Martinsburg, Inc., Balanced Care Realty at Maumelle, Inc.,
Balanced Care Realty at Sherwood, Inc., Balanced Care Realty
at Mountain Home, Inc., and Balanced Care Realty at
Mansfield, Inc. in favor of Heller Healthcare Financing,
Inc. dated December 30, 1999(previously filed)
10.4 Subordinated Promissory Note B by Balanced Care Realty at
State College, Inc., Balanced Care Realty at Altoona, Inc.,
Balanced Care Realty at Lewistown, Inc., Balanced Care
Realty at Reading, Inc., Balanced Care Realty at Berwick,
Inc., Balanced Care Realty at Peckville, Inc., Balanced Care
Realty at Scranton, Inc., Balanced Care Realty at
Martinsburg, Inc., Balanced Care Realty at Maumelle, Inc.,
Balanced Care Realty at Sherwood, Inc., Balanced Care Realty
at Mountain Home, Inc., and Balanced Care Realty at
Mansfield, Inc. in favor of Heller Healthcare Financing,
Inc. dated December 30, 1999 (previously filed)
10.5 Hazardous Materials Indemnity among Heller Healthcare
Finance, Inc., Balanced Care Corporation, Balanced Care
Realty at State College, Inc., Balanced Care Realty at
Altoona, Inc., Balanced Care Realty at Lewistown, Inc.,
Balanced Care Realty at Reading, Inc., Balanced Care Realty
at Berwick, Inc., Balanced Care Realty at Peckville, Inc.,
Balanced Care Realty at Scranton, Inc., Balanced Care Realty
at Martinsburg, Inc., Balanced Care Realty at Maumelle,
Inc., Balanced Care Realty at Sherwood, Inc., Balanced Care
Realty at Mountain Home, Inc., and Balanced Care Realty at
Mansfield, Inc. dated as of December 30, 1999 (previously
filed)
10.6 Guaranty by Balanced Care Corporation in favor of Heller
Healthcare Finance, Inc. dated as of December 30,
1999(previously filed)
10.7 Form of Open-End Mortgage, Assignment of Rents, Leases and
Security Agreement in favor of Heller Healthcare Finance,
Inc. dated as of December 30, 1999 (previously filed)
10.8 Schedule to Form of Open-End Mortgage, Assignment of Rents,
Leases and Security Agreement in favor of Heller Healthcare
Finance, Inc. (previously filed)
10.9 Form of Mortgage, Assignment of Rents and Security Agreement
in favor of Heller Healthcare Finance, Inc. dated as of
December 30, 1999 (previously filed)
10.10 Schedule to Form of Mortgage, Assignment of Rents and
Security Agreement in favor of Heller Healthcare Finance,
Inc. (previously filed)
10.11 A Credit Line Deed of Trust, Assignment of Rents and
Security Agreement in favor of Heller Healthcare Finance,
Inc. dated as of December 30, 1999 (previously filed)
10.12 Open-End Mortgage, Assignment of Rents and Security
Agreement in favor of Heller Healthcare Finance, Inc. dated
as of December 30, 1999 (previously filed)
10.13 Subscription Agreement dated October 8, 1999, as amended and
restated October 11, 1999, between the Company and IPC
(incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated October 8, 1999)
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
10.14 Memorandum of Understanding by and among New Meditrust
Company LLC, IPC Advisors S.a.r.l., Balanced Care
Corporation, and Balanced Care Realty at Altoona, Inc.,
Balanced Care Realty at Berwick, Inc., Balanced Care Realty
at Lewistown, Inc., Balanced Care Realty at Martinsburg,
Inc., Balanced Care Realty at Maumelle, Inc., Balanced Care
Realty at Mountain Home, Inc., Balanced Care Realty at
Peckville, Inc., Balanced Care Realty at Reading, Inc.,
Balanced Care Realty at Scranton, Inc., Balanced Care Realty
at Sherwood, Inc., and Balanced Care Realty at State
College, Inc. dated as of December 30, 1999 (incorporated by
reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K dated December 15, 1999)
10.15 Option Agreement by and among New Meditrust Company LLC, IPC
Advisors S.a.r.l., and Balanced Care Corporation dated as of
December 30, 1999 (incorporated by reference to Exhibit 10.2
to the Company's Current Report on Form 8-K dated December
15, 1999)
10.16 Promissory Note made by Balance Care Corporation and IPC
Advisors S.a.r.l. in favor of New Meditrust Company LLC
dated December 30, 1999 (incorporated by reference to
Exhibit 10.3 to the Company's Current Report on Form 8-K
dated December 15, 1999)
10.17 Loan Agreement by and among Heller Healthcare Finance, Inc.,
Balanced Care Realty at Berwick, Inc., Balanced Care at
Lewistown, Inc., Balanced Care Realty at Mansfield, Inc.,
Balanced Care Realty at Martinsburg, Inc., Balanced Care
Realty at Maumelle, Inc., Balanced Care Realty at Mountain
Home, Inc., Balanced Care Realty at Peckville, Inc.,
Balanced Care Realty at Reading, Inc., Balanced Care Realty
at Scranton, Inc., Balanced Care Realty at Sherwood, Inc.,
and Balanced Care Realty at State College, Inc. dated as of
December 30, 1999 (incorporated by reference to Exhibit 10.4
to the Company's Current Report on Form 8-K dated December
15, 1999)
10.18 Series One 1999 BCC Discount Note made by Balanced Care
Corporation in favor of FRR Investments Limited dated
December 29, 1999 (incorporated by reference to Exhibit 10.5
to the Company's Current Report on Form 8-K dated December
15, 1999)
10.19 Indemnification Defense, Hold Harmless and Reimbursement
Agreement by and between Balanced Care Corporation and IPC
Advisors S.a.r.l. dated as of December 29, 1999
(incorporated by reference to Exhibit 10.6 to the Company's
Current Report on Form 8-K dated December 15, 1999)
10.20 Right of First Refusal Agreement by and among Meditrust
Mortgage Investments, Inc., Meditrust Corporation, and IPC
Advisors S.A.R.L. dated as December 30, 1999 (incorporated
by reference to Exhibit 10.7 to the Company's Current Report
on Form 8-K dated December 15, 1999)
10.21 Asset Purchase Agreement dated October 15, 1999 by and
between Balanced Care Corporation and certain subsidiaries
and Christian Health Care of Missouri, Inc. (incorporated by
reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K dated January 12, 2000)
10.22 First Amendment to Asset Purchase Agreement dated October
21, 1999 by and between Balanced Care Corporation and
certain subsidiaries and Christian Health Care of Missouri,
Inc. (incorporated by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K dated January 12, 2000)
10.23 Second Amendment to Asset Purchase Agreement dated November
30, 1999 by and between Balanced Care Corporation and
certain subsidiaries and Christian Health Care of Missouri,
Inc. (incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K dated January 12, 2000)
10.24 Third Amendment to Asset Purchase Agreement dated December
31, 1999 by and between Balanced Care Corporation and
certain subsidiaries and Christian Health Care of Missouri,
Inc. (incorporated by reference to Exhibit 10.4 to the
Company's Current Report on Form 8-K dated January 12, 2000)
10.25 Fourth Amendment to Asset Purchase Agreement dated January
7, 2000 by and between Balanced Care Corporation and certain
subsidiaries and Christian Health Care of Missouri, Inc.
(incorporated by reference to Exhibit 10.5 to the Company's
Current Report on Form 8-K dated January 12, 2000)
10.26 Promissory Note (First) dated January 12, 2000 made by
Christian Health Care of Missouri, Inc., Christian Health
Care Terraces, Inc., Regional Care of Nevada, LLC, Regional
Care of Republic, LLC and Cornerstone Health Care, Inc. in
favor of Balanced Care Corporation (incorporated by
reference to Exhibit 10.6 to the Company's Current Report on
Form 8-K dated January 12, 2000)
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
10.27 Promissory Note (Second) dated January 12, 2000 made by
Christian Health Care of Missouri, Inc., Christian Health
Care Terraces, Inc., Regional Care of Nevada, LLC, Regional
Care of Republic, LLC and Cornerstone Health Care, Inc. in
favor of Balanced Care Corporation (incorporated by
reference to Exhibit 10.7 to the Company's Current Report on
Form 8-K dated January 12, 2000)
10.28 Omnibus Assignment and Assumption Agreement, Amendment of
Loan Documents, Amendment of Lease Documents, Termination of
Lease Documents, Consent to Assignment and Confirmation of
Guaranties dated as of January 12, 2000 by and among
Hawthorn Health Properties, Inc., National Care Centers of
Hermitage, Inc., National Care Centers, Inc., National Care
Centers of Lebanon, Inc., Springfield Retirement Village,
Inc., National Care Centers of Nixa, Inc. National Care
Centers of Springfield, Inc., Mt. Vernon Park Care Center
West, Inc., BCC at Lebanon Care Center, Inc., BCC at Lebanon
Park Manor, Inc., BCC at Nixa Park Center, Inc., BCC at
Springfield Care Center, Inc., BCC at Mt. Vernon Park Care
Center, Inc., BCC at Mt. Vernon Park Care Center West, Inc.,
Hermitage Park Care Center, Inc., Balanced Care Corporation,
Dixon Management, Inc., Meditrust Mortgage Investments,
Inc., Christian Health Care of Missouri, Inc., Cornerstone
Properties Investment II, LLC, Cornerstone Health Care,
Inc., Christian Health Care Personnel Services, Inc.,
Christian Health Care, Inc., Christian Health Care of
Hermitage, Inc., Christian Health Care of Lebanon North,
Inc., Christian Health Care of Springfield West Park, Inc.,
Christian Health Care of Springfield West, Inc., Christian
Health Care of Lebanon South, Inc., Christian Health Care of
Springfield East, Inc., Christian Health Care of Nixa, Inc.
and Alington D. Kilgore (incorporated by reference to
Exhibit 10.8 to the Company's Current Report on Form 8-K
dated January 12, 2000)
10.29 Guaranty (BCC) dated as of January 12, 2000 given by
Balanced Care Corporation in favor of Meditrust Mortgage
Investments, Inc. (incorporated by reference to Exhibit 10.9
to the Company's Current Report on Form 8-K dated January
12, 2000)
10.30 Termination Agreement dated as of January 12, 2000 by and
among Meditrust Mortgage Investments, Inc., New Meditrust
Company LLC, Hawthorn Health Properties, Inc., National Care
Centers of Hermitage, Inc., National Care Centers, Inc.,
National Care Centers of Lebanon, Inc., Springfield
Retirement Village, Inc., National Care Centers of Nixa,
Inc., National Care Centers of Springfield, Inc., Mt. Vernon
Park Care Center West, Inc., Balanced Care Corporation,
Dixon Management, Inc. and Balanced Care at Stafford, Inc.
(incorporated by reference to Exhibit 10.10 to the Company's
Current Report on Form 8-K dated January 12, 2000)
10.31 Cross Default Agreement dated as of January 12, 2000 by and
among Balanced Care at Stafford, Inc., New Meditrust Company
LLC, Meditrust Mortgage Investments, Inc. and Balanced Care
Corporation (incorporated by reference to Exhibit 10.11 of
the Company's Current Report on Form 8-K dated January 12,
2000)
10.32 Option Agreement by and among New Meditrust Company LLC, IPC
Advisors S.a.r.l. and Balanced Care Corporation dated as of
December 30, 1999 (incorporated by reference to Exhibit 10.2
to the Company's Current Report on Form 8-K dated December
15, 1999)
10.33 Letter Agreement dated February 9, 2000 by and among New
Meditrust Company LLC, Balanced Care Corporation and IPC
Advisors S.a.r.l. (previously filed)
27.1 Financial Data Schedule (filed herewith)
</TABLE>
(B) Reports on Form 8-K
1. Current Report on Form 8-K dated October 8, 1999 regarding the
Subscription Agreement entered into between the Company and IPC Advisors
S.a.r.l. for an equity investment of approximately $21 million.
2. Current Report on Form 8-K dated December 15, 1999 regarding the
acquisition of certain assets by the Company from New Meditrust Company
LLC, the sale by the Company of its Missouri assets to certain
affiliates of Christian Health Care of Missouri, Inc., and the closing
on the $21 million equity investment with IPC Advisors S.a.r.l.
3. Current Report on Form 8-K dated January 12, 2000 regarding the sale by
the Company of its Missouri assets to certain affiliates of Christian
Health Care of Missouri, Inc.. including a pro forma Consolidated
Balance Sheet as of September 30, 1999 and pro forma Consolidated
Statements of Operations for the year ended June 30, 1999 and the three
months ended September 30, 1999.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities and Exchange Act of 1934, as amended, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BALANCED CARE CORPORATION
By: /s/ CLINT T. FEGAN
------------------------------------
Clint T. Fegan
Chief Financial Officer
Date: February 15, 2000
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.1 Amendment No. 3 to Loan and Security Agreement among
Balanced Care Corporation and certain of its wholly-owned
subsidiaries and Heller Healthcare Finance, Inc. formerly
known as HCFP Funding, Inc. dated as of December 31, 1999
(previously filed)
10.2 Senior Housing Rider among Heller Healthcare Finance, Inc.,
Balanced Care Realty at State College, Inc., Balanced Care
Realty at Altoona, Inc., Balanced Care Realty at Lewistown,
Inc., Balanced Care Realty at Reading, Inc., Balanced Care
Realty at Berwick, Inc., Balanced Care Realty at Peckville,
Inc., Balanced Care Realty at Scranton, Inc., Balanced Care
Realty at Martinsburg, Inc., Balanced Care Realty at
Maumelle, Inc., Balanced Care Realty at Sherwood, Inc.,
Balanced Care Realty at Mountain Home, Inc., and Balanced
Care Realty at Mansfield, Inc. dated as of December 30,1999
(previously filed)
10.3 Promissory Note A made by Balanced Care Realty at State
College, Inc., Balanced Care Realty at Altoona, Inc.,
Balanced Care Realty at Lewistown, Inc., Balanced Care
Realty at Reading, Inc., Balanced Care Realty at Berwick,
Inc., Balanced Care Realty at Peckville, Inc., Balanced Care
Realty at Scranton, Inc., Balanced Care Realty at
Martinsburg, Inc., Balanced Care Realty at Maumelle, Inc.,
Balanced Care Realty at Sherwood, Inc., Balanced Care Realty
at Mountain Home, Inc., and Balanced Care Realty at
Mansfield, Inc. in favor of Heller Healthcare Financing,
Inc. dated December 30, 1999(previously filed)
10.4 Subordinated Promissory Note B by Balanced Care Realty at
State College, Inc., Balanced Care Realty at Altoona, Inc.,
Balanced Care Realty at Lewistown, Inc., Balanced Care
Realty at Reading, Inc., Balanced Care Realty at Berwick,
Inc., Balanced Care Realty at Peckville, Inc., Balanced Care
Realty at Scranton, Inc., Balanced Care Realty at
Martinsburg, Inc., Balanced Care Realty at Maumelle, Inc.,
Balanced Care Realty at Sherwood, Inc., Balanced Care Realty
at Mountain Home, Inc., and Balanced Care Realty at
Mansfield, Inc. in favor of Heller Healthcare Financing,
Inc. dated December 30, 1999 (previously filed)
10.5 Hazardous Materials Indemnity among Heller Healthcare
Finance, Inc., Balanced Care Corporation, Balanced Care
Realty at State College, Inc., Balanced Care Realty at
Altoona, Inc., Balanced Care Realty at Lewistown, Inc.,
Balanced Care Realty at Reading, Inc., Balanced Care Realty
at Berwick, Inc., Balanced Care Realty at Peckville, Inc.,
Balanced Care Realty at Scranton, Inc., Balanced Care Realty
at Martinsburg, Inc., Balanced Care Realty at Maumelle,
Inc., Balanced Care Realty at Sherwood, Inc., Balanced Care
Realty at Mountain Home, Inc., and Balanced Care Realty at
Mansfield, Inc. dated as of December 30, 1999 (previously
filed)
10.6 Guaranty by Balanced Care Corporation in favor of Heller
Healthcare Finance, Inc. dated as of December 30,
1999(previously filed)
10.7 Form of Open-End Mortgage, Assignment of Rents, Leases and
Security Agreement in favor of Heller Healthcare Finance,
Inc. dated as of December 30, 1999 (previously filed)
10.8 Schedule to Form of Open-End Mortgage, Assignment of Rents,
Leases and Security Agreement in favor of Heller Healthcare
Finance, Inc. (previously filed)
10.9 Form of Mortgage, Assignment of Rents and Security Agreement
in favor of Heller Healthcare Finance, Inc. dated as of
December 30, 1999 (previously filed)
10.10 Schedule to Form of Mortgage, Assignment of Rents and
Security Agreement in favor of Heller Healthcare Finance,
Inc. (previously filed)
10.11 A Credit Line Deed of Trust, Assignment of Rents and
Security Agreement in favor of Heller Healthcare Finance,
Inc. dated as of December 30, 1999 (previously filed)
10.12 Open-End Mortgage, Assignment of Rents and Security
Agreement in favor of Heller Healthcare Finance, Inc. dated
as of December 30, 1999 (previously filed)
10.13 Subscription Agreement dated October 8, 1999, as amended and
restated October 11, 1999, between the Company and IPC
(incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated October 8, 1999)
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.14 Memorandum of Understanding by and among New Meditrust
Company LLC, IPC Advisors S.a.r.l., Balanced Care
Corporation, and Balanced Care Realty at Altoona, Inc.,
Balanced Care Realty at Berwick, Inc., Balanced Care Realty
at Lewistown, Inc., Balanced Care Realty at Martinsburg,
Inc., Balanced Care Realty at Maumelle, Inc., Balanced Care
Realty at Mountain Home, Inc., Balanced Care Realty at
Peckville, Inc., Balanced Care Realty at Reading, Inc.,
Balanced Care Realty at Scranton, Inc., Balanced Care Realty
at Sherwood, Inc., and Balanced Care Realty at State
College, Inc. dated as of December 30, 1999 (incorporated by
reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K dated December 15, 1999)
10.15 Option Agreement by and among New Meditrust Company LLC, IPC
Advisors S.a.r.l., and Balanced Care Corporation dated as of
December 30, 1999 (incorporated by reference to Exhibit 10.2
to the Company's Current Report on Form 8-K dated December
15, 1999)
10.16 Promissory Note made by Balance Care Corporation and IPC
Advisors S.a.r.l. in favor of New Meditrust Company LLC
dated December 30, 1999 (incorporated by reference to
Exhibit 10.3 to the Company's Current Report on Form 8-K
dated December 15, 1999)
10.17 Loan Agreement by and among Heller Healthcare Finance, Inc.,
Balanced Care Realty at Berwick, Inc., Balanced Care at
Lewistown, Inc., Balanced Care Realty at Mansfield, Inc.,
Balanced Care Realty at Martinsburg, Inc., Balanced Care
Realty at Maumelle, Inc., Balanced Care Realty at Mountain
Home, Inc., Balanced Care Realty at Peckville, Inc.,
Balanced Care Realty at Reading, Inc., Balanced Care Realty
at Scranton, Inc., Balanced Care Realty at Sherwood, Inc.,
and Balanced Care Realty at State College, Inc. dated as of
December 30, 1999 (incorporated by reference to Exhibit 10.4
to the Company's Current Report on Form 8-K dated December
15, 1999)
10.18 Series One 1999 BCC Discount Note made by Balanced Care
Corporation in favor of FRR Investments Limited dated
December 29, 1999 (incorporated by reference to Exhibit 10.5
to the Company's Current Report on Form 8-K dated December
15, 1999)
10.19 Indemnification Defense, Hold Harmless and Reimbursement
Agreement by and between Balanced Care Corporation and IPC
Advisors S.a.r.l. dated as of December 29, 1999
(incorporated by reference to Exhibit 10.6 to the Company's
Current Report on Form 8-K dated December 15, 1999)
10.20 Right of First Refusal Agreement by and among Meditrust
Mortgage Investments, Inc., Meditrust Corporation, and IPC
Advisors S.A.R.L. dated as December 30, 1999 (incorporated
by reference to Exhibit 10.7 to the Company's Current Report
on Form 8-K dated December 15, 1999)
10.21 Asset Purchase Agreement dated October 15, 1999 by and
between Balanced Care Corporation and certain subsidiaries
and Christian Health Care of Missouri, Inc. (incorporated by
reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K dated January 12, 2000)
10.22 First Amendment to Asset Purchase Agreement dated October
21, 1999 by and between Balanced Care Corporation and
certain subsidiaries and Christian Health Care of Missouri,
Inc. (incorporated by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K dated January 12, 2000)
10.23 Second Amendment to Asset Purchase Agreement dated November
30, 1999 by and between Balanced Care Corporation and
certain subsidiaries and Christian Health Care of Missouri,
Inc. (incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K dated January 12, 2000)
10.24 Third Amendment to Asset Purchase Agreement dated December
31, 1999 by and between Balanced Care Corporation and
certain subsidiaries and Christian Health Care of Missouri,
Inc. (incorporated by reference to Exhibit 10.4 to the
Company's Current Report on Form 8-K dated January 12, 2000)
10.25 Fourth Amendment to Asset Purchase Agreement dated January
7, 2000 by and between Balanced Care Corporation and certain
subsidiaries and Christian Health Care of Missouri, Inc.
(incorporated by reference to Exhibit 10.5 to the Company's
Current Report on Form 8-K dated January 12, 2000)
10.26 Promissory Note (First) dated January 12, 2000 made by
Christian Health Care of Missouri, Inc., Christian Health
Care Terraces, Inc., Regional Care of Nevada, LLC, Regional
Care of Republic, LLC and Cornerstone Health Care, Inc. in
favor of Balanced Care Corporation (incorporated by
reference to Exhibit 10.6 to the Company's Current Report on
Form 8-K dated January 12, 2000)
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.27 Promissory Note (Second) dated January 12, 2000 made by
Christian Health Care of Missouri, Inc., Christian Health
Care Terraces, Inc., Regional Care of Nevada, LLC, Regional
Care of Republic, LLC and Cornerstone Health Care, Inc. in
favor of Balanced Care Corporation (incorporated by
reference to Exhibit 10.7 to the Company's Current Report on
Form 8-K dated January 12, 2000)
10.28 Omnibus Assignment and Assumption Agreement, Amendment of
Loan Documents, Amendment of Lease Documents, Termination of
Lease Documents, Consent to Assignment and Confirmation of
Guaranties dated as of January 12, 2000 by and among
Hawthorn Health Properties, Inc., National Care Centers of
Hermitage, Inc., National Care Centers, Inc., National Care
Centers of Lebanon, Inc., Springfield Retirement Village,
Inc., National Care Centers of Nixa, Inc. National Care
Centers of Springfield, Inc., Mt. Vernon Park Care Center
West, Inc., BCC at Lebanon Care Center, Inc., BCC at Lebanon
Park Manor, Inc., BCC at Nixa Park Center, Inc., BCC at
Springfield Care Center, Inc., BCC at Mt. Vernon Park Care
Center, Inc., BCC at Mt. Vernon Park Care Center West, Inc.,
Hermitage Park Care Center, Inc., Balanced Care Corporation,
Dixon Management, Inc., Meditrust Mortgage Investments,
Inc., Christian Health Care of Missouri, Inc., Cornerstone
Properties Investment II, LLC, Cornerstone Health Care,
Inc., Christian Health Care Personnel Services, Inc.,
Christian Health Care, Inc., Christian Health Care of
Hermitage, Inc., Christian Health Care of Lebanon North,
Inc., Christian Health Care of Springfield West Park, Inc.,
Christian Health Care of Springfield West, Inc., Christian
Health Care of Lebanon South, Inc., Christian Health Care of
Springfield East, Inc., Christian Health Care of Nixa, Inc.
and Alington D. Kilgore (incorporated by reference to
Exhibit 10.8 to the Company's Current Report on Form 8-K
dated January 12, 2000)
10.29 Guaranty (BCC) dated as of January 12, 2000 given by
Balanced Care Corporation in favor of Meditrust Mortgage
Investments, Inc. (incorporated by reference to Exhibit 10.9
to the Company's Current Report on Form 8-K dated January
12, 2000)
10.30 Termination Agreement dated as of January 12, 2000 by and
among Meditrust Mortgage Investments, Inc., New Meditrust
Company LLC, Hawthorn Health Properties, Inc., National Care
Centers of Hermitage, Inc., National Care Centers, Inc.,
National Care Centers of Lebanon, Inc., Springfield
Retirement Village, Inc., National Care Centers of Nixa,
Inc., National Care Centers of Springfield, Inc., Mt. Vernon
Park Care Center West, Inc., Balanced Care Corporation,
Dixon Management, Inc. and Balanced Care at Stafford, Inc.
(incorporated by reference to Exhibit 10.10 to the Company's
Current Report on Form 8-K dated January 12, 2000)
10.31 Cross Default Agreement dated as of January 12, 2000 by and
among Balanced Care at Stafford, Inc., New Meditrust Company
LLC, Meditrust Mortgage Investments, Inc. and Balanced Care
Corporation (incorporated by reference to Exhibit 10.11 of
the Company's Current Report on Form 8-K dated January 12,
2000)
10.32 Option Agreement by and among New Meditrust Company LLC, IPC
Advisors S.a.r.l. and Balanced Care Corporation dated as of
December 30, 1999 (incorporated by reference to Exhibit 10.2
to the Company's Current Report on Form 8-K dated December
15, 1999)
10.33 Letter Agreement dated February 9, 2000 by and among New
Meditrust Company LLC, Balanced Care Corporation and IPC
Advisors S.a.r.l. (previously filed)
27.1 Financial Data Schedule (filed herewith)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> OCT-01-2000
<PERIOD-END> DEC-31-2000
<CASH> 4,832
<SECURITIES> 0
<RECEIVABLES> 15,267
<ALLOWANCES> 2,272
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<PP&E> 79,967
<DEPRECIATION> 3,847
<TOTAL-ASSETS> 126,871
<CURRENT-LIABILITIES> 21,549
<BONDS> 0
0
0
<COMMON> 35
<OTHER-SE> 49,722
<TOTAL-LIABILITY-AND-EQUITY> 126,871
<SALES> 18,465
<TOTAL-REVENUES> 18,465
<CGS> 0
<TOTAL-COSTS> 21,863
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 423
<INCOME-PRETAX> (3,706)
<INCOME-TAX> 3
<INCOME-CONTINUING> (3,709)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,709)
<EPS-BASIC> (.18)
<EPS-DILUTED> (.18)
</TABLE>
